Last updated: 31/10/2023
1.1 Crowd Technologies GmbH, Fürstenstraße 3, 53111 Bonn (“Licensor”) is a provider of digital solutions and offers a Data Platform tailored to companies with a (in part) developer audience or customer. In these Terms, we refer to you as “Licensee”.
1.2 Licensor has developed the software “crowd.dev” (hereinafter referred to as “Software”). crowd.dev is a suite of tools to centralize community, product, and customer data and provide insights to drive business results. To do so, crowd.dev provides for a unified overview of a company's community, product, and customer data with background information, activity history, segmentation, data enrichment, and tags. crowd.dev enables developer-focused companies with comprehensive dashboards and reports, including community health metrics such as community sentiment, and AI-based identification of product feedback.
1.3 Licensor offers both a self-hosted, on-premises version (“Self-hosted Edition”) and a hosted software as a service version (“SaaS Edition”) of Software.
1.4 crowd.dev consists of a core (“Core”) and specific, proprietary software modules as described in Annex 1 to this Agreement (the “Modules”). Licensor released the Core as an “Essential Open Source” version (“OSS Version”) under the Apache License, Version 2.0 (“Core License”). These Terms cover both, the Core and the Modules, however, exclusively under the conditions of these Terms and not under the Core License. The use of the OSS Version free of charge is governed exclusively by the Core License and not subject to these Terms.
1.5 These Software License and Subscription Terms (“Terms”) provide the terms that govern both the commercial use of the Self-hosted Edition and the SaaS Edition and are to be included in a respective agreement between Licensor and Licensee.
1.6 Unless Licensee already concluded an Agreement with Licensor that refers to these Terms, by installing the Self-hosted Edition or subscribing to the SaaS Edition, Licensee agrees to be bound by the following Terms.
2. Scope of Terms
2.1 Subject to the details set out in Annex 1, Licensor offers versions of both the Self-hosted Edition and the SaaS Edition that are free of charge for Licensee (“Free Versions”). The use of additional features (including the Modules) not comprised by Free Versions and any granting an extended range of usage rights are subject to specific agreements or valid Subscriptions and the fees set out in Annex 1.
2.2 The scope of the different versions and editions of the Software is set out in Annex 1. For clarity, each version and edition of the Software may be limited to certain features and functionalities, a certain number of users or seats (seat-based system), a certain subscription term, a certain number of active contacts, or a combination of the foregoing parameters.
2.3 The Parties may agree on further features not listed in Annex 1 on an individual basis. This may also include additional services such as programming, support, or similar services.
2.4 If required by applicable law, the parties will conclude an agreement on data processing.
3. Self-hosted Edition
The provisions of this section 3 shall apply to the Self-hosted Edition only. Furthermore, for the avoidance of doubt, the provisions of this section 3 do not apply to the OSS Version.
3.1 Grant of rights
3.1.1 Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-perpetual, and non-sublicensable right to use the Self-hosted Edition during the term of the respective agreement, subject to the provisions of such agreement and these Terms. Licensee is not entitled to use the Self-hosted Edition after the term of the respective agreement
3.1.2 The Self-hosted Edition will be made available to Licensee in source code form and any other form if described in Annex 1. For the provision of source code, the Parties agree that the provision of a link to a public or non-public repository is sufficient.
3.1.3 Licensee is not entitled to modify the Self-hosted Edition, unless allowed by statutory law or explicitly allowed by Licensor.
3.1.4 In the event of the Self-hosted Edition or parts of it being provided in another form than source code, any reverse engineering and decompiling of the Self-hosted Edition is prohibited, unless permitted under mandatory law.
3.1.5 Copyright notices and other features aimed at product identification may not be removed, altered or suppressed under any circumstances.
3.1.6 Licensee may not produce copies of the Self-hosted Edition, unless
a) required for the contractual use as per Licensor’s instructions,
b) explicitly allowed by Licensor or
c) required for backup copies that shall ensure future use by Licensee.
3.1.7 Licensee is not entitled to make the Self-hosted Edition available to third parties without prior explicit approval by the Licensor. This includes any sale, lease, letting, or indirect use of the Self-hosted Edition and its provision as a service.
3.1.8 In case Licensee is entitled to modify the Self-hosted Edition, unless agreed otherwise, the provisions of clause 3.1.7 also apply to any such modifications.
3.1.9 Furthermore, in case Licensee is entitled to modify the Self-hosted Edition, Licensee grants Licensor non-exclusive, sub-licensable, transferable, irrevocable rights of use, unlimited in time and space, to all modifications of the Self-hosted Edition, if any, and will provide Licensor upon request with the Source Code modified in the course of creating the modifications.
3.2 Specific Obligations of Licensee
3.2.1 Licensee is solely responsible for setting up a working hardware and software environment appropriate for the Software, also considering any additional load which may be caused to Licensee's IT environment by the Software, unless agreed otherwise
3.2.2 Licensee shall follow the software installation and operating instructions provided by Licensor. Licensee is responsible for establishing the interfaces between the Software and further IT-environment of Licensee, unless agreed otherwise
3.2.3 For any services and support provided by Licensor, Licensee must grant Licensor access to Licensee’s IT infrastructure required for the operation of the Software and to the respective installation of the Software directly or via remote access.
4. SaaS Edition
The provisions of this section 4 shall apply to the SaaS Edition only.
4.1 Scope of Services
4.1.1 Unless agreed otherwise and depending on the subscription plan chosen by Licensee, Licensor will provide the services set out in these Terms and in Annex 1.
4.1.2 Licensor shall make the SaaS Edition available to the Licensee via the Internet as software as a service during the term of the subscription contract.
4.1.3 The Licensor’s responsibility for the performance of the services ends at the WAN port of the router in the Licensor's data center (Ort der Leistungsübergabe). It is the Licensee’s sole duty to ensure that he can receive the Licensor’s service.
4.1.4 The average availability of the SaaS Edition for Licensees is 98% on an annual average. This does not include any necessary planned maintenance work and disruptions that are beyond the Licensor's control. Such disruptions include all events of force majeure. If possible, the Licensor shall inform the Licensee in text form (email being sufficient) about planned maintenance work at least 48 hours before it shall begin. However, the Licensor reserves the right to carry out unannounced maintenance work in case this is necessary, in particular, if this is required for data and operational security
4.1.5 The Licensor is entitled, but under no obligation, to extend and further develop new features and functionalities of the SaaS Edition. The Licensor reserves the right to offer Licensee such new features and improvements against payment of an additional fee only. In the event of Licensee being provided with new features and improvements for a fee by means of a corresponding contractual agreement in addition to an existing contract, the provisions of such contract shall apply accordingly. In the event of Licensee being provided with new features and improvements free of charge, these new features and further improvements shall be deemed to be a voluntary service of the Licensor.
4.1.6 The Licensor may change the functional scope of the services at any time to an extent that is reasonable for the Licensee. Such change shall be deemed reasonable, in particular, if the services the parties expressly agreed on and the Licensor's main contractual performance obligations (Hauptleistungspflichten) remain substantially unchanged and if that change is necessary for an important reason. Such reasons are, without limitation, disruptions in the provision of services by subcontractors and safety reasons. If the changes do not exclusively concern new features and improvements or if the changes do not only concern insignificant components of the services to be provided by the Licensor, the Licensor shall notify the Licensee of the change by email at least four weeks before it comes into effect.
4.1.7 The Licensor is entitled to suspend the Licensee's access to the SaaS Edition if:
a) there are indications that the Licensee's credentials for accessing the SaaS Edition have been or are being misused or that these credentials have been or are being provided to an unauthorised third party, or that credentials are being used by more than one person;
b) there are indications that third parties have otherwise gained access to the SaaS Edition provided to Licensee;
c) the blocking is necessary for technical reasons;
d) the Licensor is under a legal obligation (e.g. by law, court order, or administrative order) to suspend Licensee’s access;
e) the Licensee’s payment of agreed fees is more than one month late;
f) the Licensee has provided Licensor with incorrect or invalid contact data, and Licensor is no longer able to contact Licensee;
g) in the event of payment by direct debit, the Licensee has provided incorrect bank account details and does not effect the respective payment by other means.
4.1.8 The Licensor shall announce the suspension of the Licensee’s credentials within the meaning of section 4.1.7 to the Licensee in text or written form at least one working day before the suspension comes into effect, insofar as, considering the interests of both parties, such announcement is reasonable does not affect the purpose of the suspension.
4.2 Term and Termination
4.2.1 A subscription shall become effective upon its activation by Licensor and shall remain valid unless terminated.
4.2.2 Either party may terminate a monthly subscription at least 30 days prior to its expiration, a monthly subscription shall be prolonged for further monthly periods respectively.
4.2.3 Either party may terminate an annual subscription at least 30 days prior to its expiration, an annual subscription shall be prolonged for further annual periods respectively.
4.2.4 Either party may terminate a subscription immediately by giving written notice to the other party if (i) the other party commits a material breach of the respective agreement or these Terms; and (ii) where such breach is capable of remedy, the other party fails to remedy such breach within 30 days of the date of written notice from the non-defaulting party.
4.3 Specific Obligations of Licensee
4.3.1 When using the SaaS Edition for the first time, Licensee shall perform the digital onboarding provided by Licensor within the SaaS Edition.
4.3.2 Licensee must keep any credentials confidential and must ensure that the access to the SaaS Edition is limited to authorized personnel only.
5. License Fees
5.1 Licensee shall pay to Licensor the remuneration as set out in Annex 1, unless agreed otherwise.
5.2 License fees are payable and will be invoiced in advance, unless agreed otherwise. Licensor will send invoices reasonably in advance of the time frame to which they apply, and invoices are due 14 days after receipt. In the event of default, statutory interest may be charged. Licensor has the right to suspend any provision of support and other services in case a fee is not paid when due.
5.3 All remuneration is subject to statutory value added tax and all other applicable duties if any.
6. Obligations of Licensee
6.1 Licensee shall fulfil all obligations stipulated in these Terms or as agreed between the Parties within a reasonable period of time and free of charge. This includes the specific obligations of Licensee set out in sections 3.2 and 4.3.
6.2 Licensee confirms to be aware of the essential functional features of the Software and solely bears the risk that it fits with Licensee's wishes and needs. In case Licensee might have had doubt before concluding an agreement with Licensor, Licensee has consulted with Licensor or specialized third parties on the usability of the software for its business purposes.
6.3 Prior to any productive use of the Software as part of the respective contractual use, Licensee shall test the Software thoroughly to ensure that it is free of defects and that it is operable in the existing hardware and software environment of Licensee. This also applies for any software provided by Licensor under warranty provisions of these Terms.
6.4 Licensee shall take adequate precautions for the event that the Software does not work properly as a whole or partially. This includes, without limitation, Licensee being responsible for generating daily back-ups of all data processed and regular checking of the data processing results.
6.5 If Licensee fails to fulfill its duties to collaborate within the agreed periods of time or within reasonable time upon Licensor’s request, all deadlines agreed upon are deemed prolonged by the time Licensee needs to fulfill the respective duty, and Licensor is then granted reasonable time to fulfill its obligations.
6.6 Licensee solely bears any disadvantages and any additional costs incurred due to any culpable non-observance of its duties.
6.7 All data sources must be integrated into the Software by Licensee in accordance with the Licensor’s instructions.
7. Warranty and Updates
7.1 Licensor warrants (gewährleistet) that the Software has the features described in Annex 1
7.2 Licensor shall maintain the Software in a satisfactory working condition suitable that enables Lincensee to use the Software in accordance with these Terms and the respective agreement. However, Licensor reserves the right to remedy defects exclusively by providing an update, an upgrade or a new version of the Software. Such new version may contain new or slightly modified features which, however, do not qualify as a significant deviation from the features Licensor and Licensee agreed on.
7.3 The responsibility of Licensor is excluded to the extent of defects resulting from Licensee not complying with operating conditions for the Software or instructions from Licensor or modifications Licensee made to the Software himself. Any work provided by Licensor with that regard may be subject to additional remuneration depending on scope and amount of additional efforts required.
7.4 Licensor may provide Licensee with updates related to the Software from time to time. However, Licensor is not obliged to do so.
7.5 Any modifications of the Software required due to regulatory or other legal changes shall be agreed on separately, if applicable, and shall be remunerated separately.
8. Deficiency In Title
8.1 A deficiency in title is deemed to exist only in the event that Licensee cannot effectively be granted the rights required for the use of the Software in accordance with these Terms and Annex 1.
8.2 If any third-party claims are asserted against Licensee for the infringement of any proprietary rights to the Software, Licensee shall immediately notify Licensor accordingly in writing and leave the defense against such claims to Licensor to the extent possible. Licensee shall render all reasonable support to Licensor in defending such claims.
8.3 If any third-party rights are infringed, Licensor may at its own choice and in its sole discretion provide subsequent performance by
a) acquiring to Licensee’s benefit a right of use sufficient for the purposes of these Terms; or
b) modifying the Software infringing upon the proprietary right without any or with only such impacts on the functions of the Software that are deemed to be reasonable for Licensee; or
c) supplying a new version of the Software the contractual use of which will not infringe upon any such third party rights.
8.4 If Licensee should modify the Software or have it modified by third parties, Licensee is not entitled to any claims because of deficiency in title, unless such defects were not caused by such modification.
9. Third-party components
9.1 The Software contains third-party components, including open source software (“Third-Party Components“). Parts of such Third-Party Components are subject to deviating license terms (“Third-Party License Terms“). A list of such Third-Party Components and its respective Third-Party License Terms are available within the Software.
9.2 No stipulation in these Terms is intended to impose further restrictions on Licensee’s use of such Third-Party Components licensed under Third-Party License Terms.
9.3 Licensor reserves the right to introduce deviating or additional Third-Party License Terms in the course of modifications of the Software and in case of updates for the Software to the extent necessary due to additional Third-Party Components or due to changed Third-Party License Terms.
10.1 Unless stated otherwise in this Agreement, Licensor is liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
10.2 To the extent any Software or functionality is provided free of charge, Licensor is liable only for intent and gross negligence (in accordance with statutory law).
10.3 To the extent the Software and Services (including access to the Software by means of Software as a Service) are provided for a fee, Licensor’s statutory liability is unlimited for intent and gross negligence as well as for injuries to life, limb or health. The same applies to claims related to provided guarantees (“Garantien”), applicable product liability laws or other legally mandatory grounds for liability.
10.4 Other than in the cases described in Sec. 10.3, Licensor is liable for slight negligence only in case of breach of a key contractual obligation (so called “cardinal obligation”), and limited to what was reasonably foreseeable in light of the given contractual setting in that case. A cardinal obligation in the sense of this section is an obligation whose fulfilment enables the execution of the Terms themselves and upon whose fulfilment Licensee may therefore generally rely.
10.5 In case of Sec. 10.4, Licensor is not liable for indirect damages and consequential damages like loss of earnings.
10.6 Furthermore, liability in case of Sec. 10.4 is limited to the remuneration payable by Licensee under these Terms projected for a twelve (12) month period.
10.7 The limitation of liability also applies respectively in favour of employees, agents, legal representatives, and assistants of Licensor.
10.8 Licensor is not liable to the extent that damages are caused by usage of the Software not in accordance with these Terms or modifications made by Licensee.
10.9 Licensor and the Software are not data backup providers. Licensee is responsible for regular backups of data which is processed using the Software. Therefore, to the extent Licensor is liable in principle under the foregoing for any loss of data, such liability is limited to the amount that would be needed to restore the lost data from a backup if it had been backed up properly beforehand.
11.1 The parties agree and undertake to protect, keep confidential and not to disclose to third parties any kind of written or verbal confidential information which come to their knowledge. Confidential information includes all information declared or reasonably recognizable as confidential by the parties, the agreed remuneration and any kind of confidential information regarding general commercial activities (including sales costs, profit, pricing methods, organization and list of personnel, internal processes, structures, ideas, concepts and strategies), without being limited to those specified above.
11.2 Parties may disclose confidential information to related persons and institutions upon a request made or order given by any court or authorized governmental body or if required by law or if required to enforce rights under an agreement that has been concluded between the parties. Disclosure under said circumstances does not constitute a breach of these Terms.
11.3 The obligation of confidentiality will not apply to any part of the confidential information to the extent it
a) is at the time of disclosure already publicly known;
b) becomes at a later date publicly known through no breach of the provisions of these Terms or by a wrongful act of the related party;
c) was in the receiving party’s possession before the receipt of confidential information;
d) was disclosed to the receiving party without restriction on disclosure by a third party who has lawful right to disclose such information or
e) is disclosed to a court or competent arbitrating body.
11.4 Subject to confirmation by Licensee, Licensor may use Licensee’s name and trademarks for marketing purposes by naming Licensee as a reference customer (including within marketing materials and on its website). Licensee shall not unreasonably withhold the confirmation.
11.5 Any documentation provided with the Software may not be made publicly accessible by Licensee, unless agreed otherwise.
12.1 The Licensor shall be entitled to engage subcontractors as vicarious agents (Erfüllungsgehilfen) for the performance of services at his own discretion.
12.2 Licensor reserves the right to amend these Terms in his sole discretion, which may include amendments due to the further development of the Software or because new functionalities will be implemented. Licensor will notify Licensee in text form (email being sufficient) about the modified terms before the modifications will enter into force and Licensor will inform Licensee about the new provisions, the planned date for the new terms to enter into effect, Licensee’s termination right, the applicable termination period and the significance of remaining silent, and Licensor will then grant an adequate, at least six-week period to Licensee to terminate the agreements that are based on these Terms if Licensee does not agree with the modified Terms. If Licensee does not terminate the agreements based on these Terms within the aforementioned period, the modified Terms shall apply upon expiration of the period. The termination by Licensee must be submitted in text form (email being sufficient).
12.3 Any provision of these Terms that is invalid or unenforceable shall not affect the validity or enforceability of the remaining provisions hereof. The parties shall replace any invalid or unenforceable provision by a valid or enforceable provision which most accurately reflects the initial purpose of the parties.
12.4 Unless expressly provided otherwise in these Terms, all notices hereunder shall be made in text form (email being sufficient).
12.5 The parties shall only be entitled to offset contractual claims if the corresponding counterclaim is ultimately confirmed by court or unchallenged by the respective other party.
12.6 These Terms shall be governed by and construed in accordance with the laws of Germany, excluding its conflict of law provisions. Any dispute or controversy arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Berlin, Germany.
12.7 The attached “Annex 1” is a part of these Terms. In the event of any conflict between these Terms and the attached Annex 1, the provisions of Annex 1 shall prevail over the provisions of these Terms.
12.8 Any individual and deviating agreement between the parties prevails over these Terms.
Annex 1 – Pricing, Services and Modules
13. Pricing and Services
All prices in this Annex 1 will be subject to renegotiation after an initial six-month period of use by Licensee. All prices and related features and services are governed by and should be taken from the pricing page of the Licensor’s website at the time of service conclusion.
13.1 SaaS Edition
Price: See pricing page
- 3 seats
- Unlimited managed contacts, organizations, and activities
- Monthly Active Contacts up to See pricing page
- Community & email support
Price: See pricing page
Everything in ESSENTIAL (13.2.1) plus
- Smart enrichment of all active contacts & organizations
- Get data from LinkedIn & HubSpot
Price: See pricing page
Everything in SCALE (13.2.2.) plus
- Self hosting with enterprise support
- Custom integrations
- Activity categorization & topic analysis
- Unlimited active workflows & CSV exports
- Custom RBAC & SAML–based SSO
- Dedicated community expert
13.3 Further Services
13.3.1 Eagle Eye
Eagle Eye app allows you to monitor different platforms to find relevant content to engage with and grow your community. The current version allows you to search through recent HackerNews and DEV content. Eagle Eye is powered by Natural Language Processing (NLP). The search engine is based on a semantic model that delivers the most relevant content even when it doesn’t match your keywords.
13.3.2 Software Development and further Support
Any software development and any support requested by Licensee that is not included in his plan will be charged on a time and material basis according to the following rates (excl. VAT):
a) Software developer: 250 EUR/hour
b) Consultant: 200 EUR/hour
1. EagleEye (~/premium/eagleEye)
- Give the users content relevant to their community with which they can interact.
- Since this uses a centralized database of post, it is not meant to be self-deployed, but users will get an API key to access crowd.dev's deployment
2. Multi-user management (~/frontend/src/premium/user)
- Add multiple users to a workspace and manage seats
If you have any questions about these Terms, You can contact us: firstname.lastname@example.org